OTTAWA, Ontario -- (Business Wire)
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced the
pricing of its previously announced public offering of 2,600,000 Class A
subordinate voting shares (the “Offering“) at a price to the public of
US$154 per share. The gross proceeds from the Offering, before
underwriting discounts and offering costs, are expected to be
US$400,400,000.
Shopify expects to use the net proceeds from the Offering to strengthen
its balance sheet, providing flexibility to fund its growth strategies.
Pending their use, Shopify intends to invest the net proceeds from the
Offering in short-term, investment-grade, interest-bearing instruments
or hold them as cash.
Closing of the Offering is subject to a number of closing conditions,
including the listing of the Class A subordinate voting shares on the
NYSE and TSX, and any required approvals of each exchange, and is
expected to occur on or about December 18, 2018. Morgan Stanleyand
Credit Suisseare acting as joint bookrunners in the Offering.
No securities regulatory authority has either approved or disapproved
the contents of this news release. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any province, state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of
any such province, state or jurisdiction.
Shopify has filed a preliminary prospectus supplement, and will file a
final prospectus supplement, to its short form base shelf prospectus
dated August 3, 2018 with the securities regulatory authorities in each
of the provinces and territories of Canada except Quebec. The
preliminary prospectus supplement has also been filed, and the final
prospectus supplement will be filed, with the U.S. Securities and
Exchange Commission (the “SEC“) as a supplement to Shopify's
registration statement on Form F-10 (the “Registration Statement”) under
the U.S./Canada Multijurisdictional Disclosure System. The prospectus
supplements, the base shelf prospectus and the Registration Statement
contain important detailed information about the Offering. Copies of the
Canadian prospectus supplements and base shelf prospectus can be found
on SEDAR at www.sedar.com,
and copies of the U.S. prospectus supplements and the Registration
Statement can be found on EDGAR at www.sec.gov.
Copies of such offering documents may also be obtained from Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, NY 10014 or Credit Suisse Securities (USA) LLC,
Attention: Prospectus Department, Eleven Madison Avenue, New York, NY
10010. Prospective investors should read the prospectus supplements,
base shelf prospectus and Registration Statement before making an
investment decision.
About Shopify
Shopify is the leading omni-channel commerce platform. Merchants use
Shopify to design, set up, and manage their stores across multiple sales
channels, including mobile, web, social media, marketplaces,
brick-and-mortar locations, and pop-up shops. The platform also provides
merchants with a powerful back-office and a single view of their
business, from payments to shipping. The Shopify platform was engineered
for reliability and scale, making enterprise-level technology available
to businesses of all sizes. Headquartered in Ottawa, Canada, Shopify
currently powers over 600,000 businesses in approximately 175 countries
and is trusted by brands such as Nestle, Kylie Cosmetics, Allbirds,
MVMT, and many more.
Forward-looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable securities
laws (“forward-looking statements“) including statements
regarding the proposed Offering, the terms of the Offering and the
proposed use of proceeds. Words such as “will”, “anticipates”, “expects”
and “intends” or similar expressions are intended to identify
forward-looking statements.
These forward-looking statements are based on Shopify’s current
expectations about future events and financial trends that management
believes might affect its financial condition, results of operations,
business strategy and financial needs, and on certain assumptions and
analysis made by Shopify in light of the experience and perception of
historical trends, current conditions and expected future developments
and other factors management believes are appropriate. These
projections, expectations, assumptions and analyses are subject to known
and unknown risks, uncertainties, assumptions and other factors that
could cause actual results, performance, events and achievements to
differ materially from those anticipated in these forward-looking
statements. Although Shopify believes that the assumptions underlying
these forward-looking statements are reasonable, they may prove to be
incorrect, and readers cannot be assured that the Offering discussed
above will be completed on the terms described above. Completion of the
proposed Offering is subject to numerous factors, many of which are
beyond Shopify’s control, including but not limited to, the failure of
customary closing conditions and other important factors disclosed
previously and from time to time in Shopify’s filings with the SEC and
the securities commissions or similar securities regulatory authorities
in each of the provinces or territories of Canada. The forwardlooking
statements contained in this news release represent Shopify’s
expectations as of the date of this news release, or as of the date they
are otherwise stated to be made, and subsequent events may cause these
expectations to change. Shopify undertakes no obligation to publicly
update or revise any forwardlooking statements, whether as a result of
new information, future events or otherwise, except as may be required
by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181214005256/en/
Contacts:
INVESTORS:
Katie Keita
Director, Investor Relations
613-241-2828
IR@shopify.com
MEDIA:
Darrell Etherington
Public Relations Manager
416-238-6705
(ext. 302)
press@shopify.com
Source: Shopify Inc.
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